COLUMBIA/HCA HEALTHCARE CORPORATION

                       2000 INCENTIVE AND RETENTION PLAN





1.  Purpose of Plan.



         This Plan shall be known as the "Columbia/HCA Healthcare Corporation

2000 Incentive and Retention Plan" and is hereinafter referred to as the

"Plan." The purpose of the Plan is to aid in attracting, retaining and

incentivizing key employees of Columbia/HCA Healthcare Corporation, a Delaware

corporation (the "Company") and its subsidiaries, to offer them opportunities

to benefit from their efforts to increase the value of the Company and certain

of its subsidiaries, to promote their long-term retention and to strengthen

further the mutuality of interests between such persons and the Company's

stockholders.



2.  Stock Subject to Plan.



         The shares subject to awards under the Plan shall be the authorized

common or preferred stock of one or more of the Company's subsidiaries (the

"Stock"). Such shares may be either authorized but unissued shares or issued

shares which have been reacquired by the issuer. The maximum number of shares

which may be issued pursuant to awards under this Plan shall be determined by

the Board and/or the Committee from time to time.



3.  Administration of Plan.



         The Plan shall be administered by the Company's Board of Directors

(the "Board"). The Board shall have plenary authority in its discretion, but

subject to the express provisions of the Plan, to administer the Plan and to

exercise all the powers and authorities either specifically granted to it under

the Plan or necessary or advisable in the administration of the Plan,

including, without limitation, to amend the Plan, to interpret the Plan, to

prescribe, amend and rescind rules and regulations relating to the Plan, to

determine the details and provisions of the Agreements and to make all other

determinations deemed necessary or advisable for the administration of the

Plan. The Board's determinations on the foregoing matters shall be final and

conclusive. The Board may delegate the administration of the Plan to a

committee (the "Committee") of two or more non-employee directors of the

Company. The members of the Committee shall be appointed by and serve at the

pleasure of the Board.



4.  Restricted Stock Awards.



         Awards of Stock may be granted to any officer or employee of the

Company or any of its majority owned subsidiaries, at any time or from time to

time, and upon such terms and conditions as may be determined by the Board

and/or the Committee. The awards shall be evidenced by agreements in such form

and containing such terms, conditions or restrictions as the Board and/or the

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